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SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
WHEREAS, on July 19, 2004, the City of Royal Oak (the “City”) and Thomas R. Hoover (“Hoover”) entered into an Employment Agreement providing for the City to employ Hoover as its City Manager, effective August 2, 2004; and WHEREAS, pursuant to that Agreement, Hoover began employment with the City as its City Manager on August 2, 2004, and has continued to serve the City in that capacity since that time; and WHEREAS, the City and Hoover have agreed that his employment as City Manager will end on February 16, 2009, and that he will retire no later than August 15, 2009, due to the City’s desire for a change in direction; and WHEREAS, the City and Hoover have agreed to modify the July 19, 2004 Agreement in order to specify the benefits to be provided to Hoover; THEREFORE, the City and Hoover agree as follows: 1. Hoover agrees that his employment with the City will end February 16, 2009, and that he will retire no later than August 15, 2009. 2. Hoover agrees to provide the City with a signed letter acknowledging the end of his employment with the City in a form substantially similar to the attached Exhibit A no later than 12:00 p.m. on February 16, 2009. 3. Hoover agrees to return any and all City property in his possession to the Office of the City Manager no later than 5:00 p.m. on February 16, 2009. 4. Hoover promises, covenants and agrees not to apply for employment with the City in any capacity, other than elective office, at any time after the date of this Agreement. Hoover agrees that he will not initiate any administrative or legal proceedings whatsoever at any time after the date of this Agreement to obtain employment with the City in any capacity, or to obtain damages for the City’s failure to employ him in any capacity. 5. Hoover does hereby, for himself, his heirs, legal representatives, attorneys, agents, successors and assigns, forever release and discharge the City, its officers, elected officials, and employees from all rights of action, whether in the past, present, or future, which arose out of or are in any way connected with his employment and all other matters, including but not limited to, claims for mental anguish, contract or grievance claims, lost wages, unfair practice claims, discrimination claims, litigation claims, and emotional distress claims which are in any way connected with Hoover’s employment, the events set forth above, or any other events between the parties. Hoover agrees that this Agreement is intended to be a complete, full, and final release of any and all claims that he may have, and that no claims are reserved except as specifically set forth in Paragraphs 8 and 11 below. 6. Hoover acknowledges that with this Agreement he is giving up, among other claims, any claim he may have against the City based upon the Age Discrimination in Employment Act (ADEA), 29 U.S.C. 621 et seq., which prohibits discrimination based upon age. 7. Hoover acknowledges that he has been advised to seek the advice of counsel regarding this Agreement. He further acknowledges that he has been granted twenty-one (21) days to consider this Agreement, and that he may revoke the Agreement within seven (7) days after signing it by providing City Attorney David W. Gillam with written notice of his revocation before 5:00 p.m. Eastern Standard Time (EST) on the seventh day. Said notice of revocation must either be mailed or hand-delivered to Mr. Gillam’s attention at the City Attorney’s Office, 211 Williams Street, Royal Oak, Michigan 48068, or sent by facsimile to (248) 246-3003. Hoover acknowledges that regardless of the manner of delivery he utilizes, his election to revoke shall not be effective unless his written notice of revocation is actually received by Mr. Gillam’s office before 5:00 p.m. EST on the seventh day. 8. In exchange for the promises and agreements of Hoover in this Agreement, the City shall do the following: (a) Provide Hoover with the same retirement benefits as would be provided to a member of the Executive Department Head group retiring on the date of the end of Hoover’s employment with the City at the same rate of pay, with the same amount of service credit; provided, however, that Hoover shall not be eligible for retiree health insurance from the City. These benefits shall include payment at retirement for Hoover’s sick leave balance at the time his employment ends, which will be approximately 290.5 hours. (b) Provide Hoover with separation pay for up to one hundred eighty (180) days from the date of the end of his employment with the City on a bi-weekly basis at his then-existing rate of pay; provided, however, that Hoover shall continue to make efforts to gain other employment, and that his separation pay shall terminate at the time that he secures and commences other employment. As part of this separation pay, the City shall contribute 1.5% of base pay to Hoover’s deferred compensation account. (c) While receiving separation pay, Hoover and his current spouse shall remain in the City’s group health plan and continue receiving the life insurance benefits provided to Hoover prior to the date that his employment with the City ended. In addition, during the period of time that Hoover is receiving separation pay, the City shall continue to pay the full amount ($133.09) of the monthly cost of Hoover’s current disability insurance policy with Paul Revere Life Insurance Group. (d) Upon the end of his employment with the City, Hoover shall be paid for his accrued vacation time as of February 16, 2009 (approximately 120 hours), accrued personal business time as of February 16, 2009 (approximately 32 hours), and accrued compensatory time as of February 16, 2009 (approximately 69.25 hours). 9. Hoover expressly acknowledges that the consideration for this Agreement is not to be considered as an admission of liability by the City, which is expressly denied. 10. Hoover acknowledges that the promises and covenants contained in this Agreement are the sole and total agreement of the parties; that there are no covenants, promises, agreements, or representations other than those that are contained in this Agreement; and that in accepting the terms of this Agreement, he has not relied upon any promises, covenants, agreements, or representations other than those that are expressed in this Agreement. In the event of any conflict between this Agreement and any other agreement between the parties, this Agreement shall control. 11. Hoover acknowledges that this Agreement constitutes a complete accord with respect to all claims, demands, or causes of action that have been released by this Agreement, and that Hoover’s sole remedy for breach of this Agreement is for specific enforcement of its terms. 12. The parties agree that the terms of this Agreement cannot be changed, altered, amended, modified, amended, or added to except in a writing that specifically refers to this Agreement and which is signed by the parties. Any purported changes, alterations, modifications, amendments, or additions to this Agreement that do not precisely fulfill this requirement are not valid. The parties expressly waive any application of any local, state, or federal law, statute, or judicial decision allowing verbal modifications, amendments, or additions to a contract notwithstanding an express provision requiring a writing signed by the parties. 13. The parties agree that this Agreement is governed by, subject to, and construed according to the laws of the State of Michigan. Any action relating to the validity, construction, interpretation and enforcement of this Agreement shall be filed in Oakland County, Michigan. 14. The parties agree that if any section, subsection, clause, phrase or portion of this Agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, that portion shall be considered a separate, distinct and independent portion of this Agreement, and the remaining portions of this Agreement shall remain in full force and effect. 15. Hoover certifies that he has read all of this Agreement, that he fully understands all of the terms used herein and their significance, and has signed the Agreement freely and voluntarily. DATED: THOMAS R. HOOVER
February 16, 2009 ______________________________
CITY OF ROYAL OAK
February 16, 2009 ______________________________ James B. Ellison, Mayor
February 16, 2009 ______________________________ Melanie Halas, City Clerk
Approved as to form:
______________________________ David W. Gillam, City Attorney
EXHIBIT A
February 16, 2009
City Commission City of Royal Oak 211 Williams Street P.O. Box 64 Royal Oak, MI 48068-0064
Re: Employment as City Manager
Mayor Ellison and City Commissioners,
This letter is to acknowledge that my employment as City Manager for the City of Royal Oak will end as of today’s date, and that I intend to retire from the City no later than August 15, 2009, due to the City’s desire for a change in direction.
Best regards,
Thomas R. Hoover
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